S. SEN, J. ( 1 ) IN this writ application the petitioners have challenged the resolution of the Board of Directors of the respondent No. 1 dated 16th October, 2004, whereby certain conditions of service have been sought to be altered and/or changed. ( 2 ) THE respondent No: 1 (hereinafter referred to as the said Bank)was categorized as a Class "a" Bank in terms of the Government notification No. 8409 (43) dated 25th October, 2004. ( 3 ) PURSUANT to such categorization Memorandum of Understanding (MOU) was entered into between the concerned workmen with representative of the Government of West Bengal and the Registrar of Co-operative Societies with regard to the emoluments and/or salary and/or pay structure of the various banks according to the categorization. Such MOU received the approval of the 5th Industrial tribunal. ( 4 ) THE categorization was based upon performance. The banks, which were showing profits consistently for 5 years or more in a substantial manner, were classified and/or categorized as Class "a" bank. The MOU, which was approved by the 5th Industrial Tribunal, was to remain in force for a period of 3 years with effect from 1st june, 1985. Thereafter, it was to be reviewed in case of those banks, which achieved or maintained self-sustaining viability. ( 5 ) ON behalf of the petitioners it was submitted that the existing service conditions couldn't be altered. It was further submitted that the said impugned resolution not only purports to change and/or alter the existing terms and conditions but is also seeking to give effect to the change in the service conditions with retrospective effect. ( 6 ) IT was submitted that under Rule 10 (E) of the West Bengal co-operative Societies Rules, 1987 the annual increment of the employees couldn't be withheld. ( 7 ) IT was submitted that the respondent-bank under the West bengal Co-operative Societies Act and the Rules framed thereunder do not have any power and revising the existing service conditions. ( 8 ) IT was further submitted that there was no agenda in the meeting which was held with regard to the impugned resolution, which was passed whereby the petitioners' existing service conditions were sought to be changed. ( 8 ) IT was further submitted that there was no agenda in the meeting which was held with regard to the impugned resolution, which was passed whereby the petitioners' existing service conditions were sought to be changed. ( 9 ) ON behalf of the respondents it was submitted that the issues raised in the writ petition amounts to an industrial dispute and accordingly since there is an alternative efficacious remedy this writ application should not be entertained. ( 10 ) IT was further submitted that the initial industrial dispute which was pending before the Industrial Tribunal was withdrawn by filing a joint petition on the basis of the Memorandum of Settlement which was arrived at by and between the parties. It was, therefore, submitted that the employees of the Bank voluntarily opted out of the industrial dispute and agree to settle their dispute in terms of the agreement dated 16th of June, 1985. ( 11 ) ON behalf of the respondents it was further submitted that the State Government had constituted a committee to settle the dispute with regard to wages and service conditions between the management of the Central Co-operative Banks and other Co-operative Agricultural and Rural Development Banks with their employees. According to the recommendation of the said committee the categorization and/or classification of banks were made. Based on the said recommendation of the committee the Memorandum of settlement was entered into by and between the employees and the bank. This scale of pay, which was given to the employees of the bank, was more than what was agreed upon by the State Government for "a" category Banks and such scale of pay was based on accounts prepared by the Bank. The employees projected from the accounts that the Bank was running at a profit constantly for more than 5 years and that the Bank had adequate financial reserve to bear the burden of increased pay to its employees. ( 12 ) IT was submitted that when the agreement was entered into between the bank and its employees, the accounts, which was submitted to the management, showed that the Bank earned in substantial profit. ( 12 ) IT was submitted that when the agreement was entered into between the bank and its employees, the accounts, which was submitted to the management, showed that the Bank earned in substantial profit. ( 13 ) IT was submitted that subsequent thereto upon proper enquiry and audit it was detected that the figure which was given in the earlier Balancesheets were all wrong and that the Bank had actually suffered loss was completely suppressed from the management. ( 14 ) IT was submitted on behalf of the Bank that after the matter was detected by the present Board of Directors, the Director of Cooperative audit was requested to appoint a special team for conducting internal audit to ascertain the actual position. However, the Director of Co-operative Audit felt that proper steps could be taken for re-audited of the accounts of the Society only if certain details were furnished in order to show that re-audit of accounts is necessary. ( 15 ) ACCORDINGLY, the Bank engaged a reputed Chartered Accountant firm as internal Auditors and based on the interim report prepared by the said Chartered Accountant the accounts for the relevant period was re-audited by the special team of Auditors appointed by the director of Co-operative Audit. After re-auditing the accounts it was discovered that the Bank had actually suffered huge loss on the relevant dates even subsequent thereto the Bank was running at a loss at a time when the pay scale of the employees was revised and increments were given to them. It was submitted that at present the accumulated loss was over Rs. 4 Crores. ( 16 ) IT was submitted that having regard to the actual financial position the Bank under no circumstances could be classified and/ or categorized as a Class "a" Bank but is actually a Class "c" Bank. ( 17 ) STRONGLY relying on the accounts, which was annexed to the affidavit-in-opposition, it was submitted on behalf of the respondents that the employees prepared the accounts since 1991 and earlier by inflating the interest to show profit only with a mala fide intention of receiving higher salary. ( 18 ) FROM the documents annexed to the petition and the various affidavits that have been filed in the proceedings it appears that the categorization was based upon performance. ( 18 ) FROM the documents annexed to the petition and the various affidavits that have been filed in the proceedings it appears that the categorization was based upon performance. Therefore, it would be incorrect to contend that the categorization would continue to remain even if the performance is not commensurate to such categorization. ( 19 ) THE gradation process of Banks and/or its classification as per the recommendation of the committee formed by the State Government is purely based on performance. ( 20 ) SUCH classification and/or categorization was not made on the basis of any Audit Report neither such classification and/or categorization was done pursuant to the recommendation of the director of Co-operative Audit. Such classification and/or categorization was done on the basis of the information given by the Bank. ( 21 ) IT also appears to me at the material point of time that there was an industrial dispute pending before the 5th Industrial Tribunal with regard to the question of wages and other service conditions of the employees but by reason of the bipartite agreement entered into between the Bank and its employees the said industrial dispute was withdrawn by filing a joint petition. Therefore, the emoluments which the petitioners are getting though derives its source from the original recommendation of the State Government regarding categorization but however the terms and conditions are purely contractual in nature. ( 22 ) IT also appears that the Bank before taking the decision had sought opinion of the Registrar of the Co-operative Societies with regard to the proposed decision. But since the Registrar did not give any reply or gave any opinion, the Board of Directors took the decision based on the Audit Report. ( 23 ) IT also appears that the service condition of the employees is based on the agreement, which was entered between the Bank and its employees. Therefore, the said agreement will apply as between the bank and its employees. ( 24 ) THE existence of the Bank is not merely for the benefit of the employees but also for the members of the Society and the public at large. If the present financial condition as projected by the Audit Report is allowed to continue then the Bank might have to close down its shutters very soon. ( 24 ) THE existence of the Bank is not merely for the benefit of the employees but also for the members of the Society and the public at large. If the present financial condition as projected by the Audit Report is allowed to continue then the Bank might have to close down its shutters very soon. If the accounts are correct then the only beneficiaries of the Society are the employees who have taken advantage of incorrectly prepared accounts in order to get higher scale of pay than what they are entitled to. ( 25 ) IT further appears to me that if the contention of the respondents is correct then the agreement which was entered into was based on mis-representation of facts Inasmuch as having regard to the then financial position the Bank could not have been classified as Class "a" bank and therefore the employees from the material point of time were not entitled to receive benefits of an employee of a Class "a" Bank. ( 26 ) THE terms and conditions of the employment of the employee and the Bank is guided by their Service Rules which has the due approval of the concerned authority. Moreover, the agreement, which was entered into, was required to be reviewed from time to time. Therefore, the employees at this stage cannot have any grievance if management reviews the functioning of the Bank and takes a decision with regard to fixation of pay and other benefits having regard to the existing financial condition and the performance of the Bank. ( 27 ) IT further appears that the agreement itself contains a provision that revision of pay scale will be subject to the financial position and the ability of the Bank. It is, further, clear that the parties agreed that the emoluments and the service conditions of the employees was not to remain firm but was subject to revision and/or modification having regard to the financial condition and the ability of the Bank. That being the specific understanding agreed between the parties it cannot now be contended that whatever benefits the employees are receiving today cannot be changed and/or altered under any condition. That being the specific understanding agreed between the parties it cannot now be contended that whatever benefits the employees are receiving today cannot be changed and/or altered under any condition. ( 28 ) WITH regard to the submission made on behalf of the petitioners that there was no specific agenda in the Annual General Meeting where the decision to relegate the Class "c" Bank has been taken it appears to me that the agenda for the meeting is wide enough to cover all such discussions. The discussion with regard to the enquiry held on 1992-93 of the West Bengal Co-operative Societies Act and the discussion with regard to the miscellaneous item, in my opinion, covers all points of discussion. The discussion with regard to the accounts and the steps to be taken in respect thereof are also, in my opinion, enough to cover the points of discussion and the discussion that was taken in the said Annual General Meeting. ( 29 ) THE discussion with regard to relegating the Bank to a Class "c" Bank, in my opinion, should not be interfered with at this stage. However, since the employees have already received the benefit as a Class "a" Bank such benefits should not be asked to be refunded with retrospective effect. This action, in my opinion, would be unjust and is an arbitrary action. With regard to the other changes in the service condition that has been proposed, in my opinion, is perfectly justified and need not be interfered with. Application disposed of.